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PARK
STREET RESEARCH TERMS OF SERVICE AGREEMENT
Access
to and Participation in the activities of this website are
subject to the following PARK STREET RESEARCH Terms of Service
Agreement.
PLEASE
READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES
AVAILABLE THROUGH THIS SITE. IF YOU DO NOT AGREE TO THESE
TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE ACTIVITIES
OF THE SITE OR OTHERWISE ACCESS THE SITE.
Your
Acceptance of the Terms and Conditions
This
Terms of Service Agreement is a legal agreement between
you and PARK STREET RESEARCH, Inc. ("PSR"), and governs your
access to PSR's website ("Site"), your participation in the
activities and use of the services on the Site and your access
to such Site. Access to and participation in the activities
of the Site will be collectively referred to as "the Service." Additional
terms and conditions of use (including without limitation to
the User Rules) applicable to specific areas of the Service,
if any, may also be posted in such areas, and together with
this Terms of Service Agreement and any related modifications,
as described below, are referred to as the "Agreement."
PSR,
in its sole discretion, may modify, add or remove all or any
part of this Agreement at any time, and such modification will
be effective immediately upon it being published on the Site. You
agree to be bound by the terms and conditions of this Agreement,
and any modifications, for as long as you continue to participate
in the Services and access the Site.
YOUR
ACCEPTANCE OF THESE TERMS AND CONDITIONS BY YOUR CLICKING ON
THE BUTTON MARKED "I ACCEPT," AND/OR YOUR CONTINUED USE OF THE
SERVICE MEANS THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS
AGREEMENT, INCLUDING ANY MODIFICATIONS AS DESCRIBED ABOVE.
IF
YOU OBJECT TO THESE TERMS AND CONDITIONS AT ANY TIME,
YOU SHOULD IMMEDIATELY NOTIFY PSR OF YOUR DESIRE TO NO LONGER
BE AN ADVISOR BY SENDING AN EMAIL TO Questions AND
EXITING THE SITE.
Your
Role as a PSR Advisor
PSR's
Site and Services are created specifically to interact directly
with a panel of select physicians who have a high level of therapeutic
expertise and specialized experience in certain healthcare areas
("Advisors"). These interactive sessions between PSR and
the Advisors will occur via the Internet and be presented in
the form of promotional interactions, market research or other
consultations. Each session will be identified as to its
form, purpose and intent.
Promotional
interactions will be clearly labeled and have multiple objectives. (1)
To show Advisors client promotional materials and seek their
input and opinion regarding such materials. PSR will use
these opinions to tailor subsequent content for each Advisor
based on his/her interests and needs. PSR will provide
such opinions in aggregate form (see Anonymous information below)
to its clients who may use such information to shape future promotional
materials. (2) To gain an understanding of physician treatment
practices, opinions about therapeutic choices, etc. PSR
will use Advisors' responses to tailor subsequent content, and
enable us to match the needs of our panel physicians (Advisors)
with the needs of our client sponsors for future events. (3)
To offer value added services to this select panel of Advisors
(e.g. invitations to symposia, receiving product samples and
representative visits, continuing medical education, etc.)
When
the interaction with Advisors is of a promotional nature, all
content will comply with stated package insert indications and
content, and the applicable Food & Drug Administration and
American Medical Association guidelines. Physician incentives
for such promotional-related interactions will be in the form
of points, which can be utilized to purchase medically relevant
items from our online Catalog.
Market
research interactions will comply with industry standard good
research practices and be clearly identified as such. Physician
incentives for market research-related interactions may be offered
in the form of cash or points towards the purchase of medically
relevant items from our online Catalog.
Disclaimer
PSR's
Site, by its nature, seeks and collects professional opinions
from PSR Advisors. Such opinions expressed on the PSR Site
are the opinions of the individuals giving them. PSR does
not assume liability for any content of any such opinion or any
other information presented anywhere on the Site.
PSR
does not endorse or recommend any procedure, treatment or product
that may be mentioned on the Site. Your decision to rely
on the information, data, opinion or instructions found on the
Site or on any linked website is solely at your own risk. PSR
accepts no liability for injury or damage resulting from your
decision to use any product, information, opinion or instruction
found on the Site or on any website linked to the Site. PSR
has no control over, or liability arising from any information
which may be found on such websites linked to the Site.
Your
Assumption of Risk
As
an Advisor, you acknowledge and agree to the following assumptions
of risk (or releases of liability) regarding use of the Service
and/or access to the Site.
In
consideration of being permitted to access the Site and participate
in the Service, you agree that you and your heirs, distributees,
guardians, legal representatives, executors, administrators and
assigns, will not assert any claim against, sue, attach the property
of, or prosecute PSR or any of its officers, directors, agents,
employees, contractors, information providers, licensors, licensees,
affiliates, subsidiaries and any other partners and representatives
from any and all claims or demands arising out of your participation
in the Service or access to the Site, including reasonable attorney's
fees and related costs, by whomever made and wherever presented.
YOU
AGREE THAT YOU CAREFULLY READ THIS RELEASE OF LIABILITY, AND
FULLY UNDERSTAND AND AGREE TO THIS FULL RELEASE OF LIABILITY.
Your
Privacy
The
data you provide in the PSR Registration Form and certain other
information about you or your activities over the Internet are
subject to our Privacy Policy. Please take the time to
understand your privacy rights by reading our Privacy
Policy.
Member
Password and User ID
As
an Advisor, you will create a password and user ID while completing
and submitting the PSR Registration Form. Your password,
user ID and access to the Service and Site is for your sole,
individual use. You may not authorize others to
use your password or user ID, and you may not assign or otherwise
transfer your password or user ID to any third party. You
agree to be responsible for maintaining the confidentiality
of your password and user ID, and for all activities occurring
under your password and user ID.
You
agree to immediately notify PSR of any unauthorized use of
your password and user ID, or any other breach of security
or any other violation related to your use of the Services. You
will also make sure that you exit your PSR account at the end
of each session. PSR cannot be liable for any loss
or damages arising from your failure to comply with this section.
Use
of Content and Related Proprietary Rights
You
acknowledge that the Service may contain information, photographs,
audio and video clips, graphics, images, links and other material,
including but not limited to proprietary and confidential information,
copyrights, patents and trademarks (collectively referred to
as the "Content").
All
such Content is protected by all applicable copyright laws,
international conventions or treaties, and any other intellectual
property or proprietary laws, and, unless in the public domain,
is owned by PSR or its licensors and licensees, whether or
not such rights are expressly identified in, or in connection
with, such Content. No license to use any of the Content
is given or implied without the respective owner's prior written
consent. Any use of the Content or its related software,
in whole or in part, including the reproduction, modification,
distribution, redistribution, transmission, retransmission,
republication, display or performance, of such Content is otherwise
strictly prohibited.
Except
for Content that is in the public domain, you agree not to
copy, exploit, duplicate, modify, publish, transmit, transfer,
distribute, perform, display, sell, loan, rent, reverse engineer
(if applicable), or create any derivative works from, in whole
or in part, any Content or Service without the prior written
permission from the owner of such Content. You are also
responsible for complying with any other use restriction required
by third party owners of such Content. You assume all
risk and responsibility for determining whether any Content
is in the public domain.
"PARK
STREET RESEARCH" and the related graphics, logos and service
names are protected trademarks of PARK STREET RESEARCH, Inc.
under all applicable laws. Such trademarks of PARK STREET
RESEARCH, Inc. may not be used without its prior written consent,
and may not be used in connection with any product or service
that is not PSR's, in any manner that is likely to cause
confusion among the public, or in any manner that disparages
or discredits PSR.
You
will undertake such further acts (including, without limitation,
executing or completing any patent, trademark and copyright
registrations and applications), if any, at PSR's expense,
except for any reasonable time expended, as PSR may request
in order to obtain or protect PSR's rights hereunder. If
you fail to do so within five (5) business days of receiving
PSR's written request, you appoint PSR to execute such documents
and instruments in your name and on your behalf as your duly
authorized attorney-in-fact; this appointment shall be deemed
irrevocable and to be a power coupled with an interest.
Confidential
Information
Since
the PSR Site is a restricted-access Site, you agree to keep
confidential and not to disclose or make any unauthorized use
of any trade secrets, confidential information, knowledge,
data or other information of PSR, or any of its clients, relating
to products, processes, software, know-how, designs, test data,
customer lists, business plans, marketing plans and strategies,
and pricing strategies or other subject matter pertaining to
any business of PSR, or any of its clients, customers, consultants,
licensees or affiliates (collectively referred to as "Confidential
Information"), which you may have produced, obtained, learned
or otherwise acquired during the term of this Agreement.
You
shall use your best efforts to safeguard PSR's Confidential
Information, including but not limited to proper supervision
of any of your assistants, colleagues or co-workers. Your
duty to maintain such Confidential Information in confidence
hereunder shall survive the termination of this Agreement,
except to the extent that any such Confidential Information
becomes generally known in the industry through no direct or
indirect fault of yours, or your assistants, colleagues or
co-workers.
User
Content: Information Provided By You
By
posting messages, sending emails, uploading files, inputting
data or information, or engaging in any other form of communication
(collectively referred to as "User Content") to the Site, you
grant PSR a perpetual, worldwide, irrevocable, unrestricted,
non exclusive, fully paid, royalty free license, with the right
to sublicense, to use, re-use, copy, license, sub license, publish,
re-publish, adapt, distribute, display, publicly perform, reproduce,
transmit, modify, edit, translate or otherwise exploit such User
Content, in any medium now or later known or developed. You represent
and warrant that you are authorized to grant such a right for
PSR's use of such User Content. You waive all rights to
any claim against PSR or any of the Indemnified Parties (as defined
below) for any alleged or actual infringements of any proprietary
rights, rights of privacy and publicity, moral rights, and rights
of attribution in connection with such User Content.
You
will not use the PSR Site to post, transmit or distribute, or
cause to be distributed any material which violates any local,
state, national or international laws, or infringes the intellectual
property rights of others. See User Rules for additional
online conduct, the terms of which are incorporated into this
Agreement.
Unless
otherwise specified, you acknowledge that by providing any User
Content to PSR through the Service and Site, no confidential,
fiduciary, contractually implied or any other relationship is
created between you and PSR, or you and any PSR client, in any
way whatsoever.
PSR's
Management of Content
PSR
reserves the right, in its sole discretion, to establish practices
regarding an Advisor's use of the Service and storage of any
Content or User Content posted on the Site. PSR has no
responsibility or liability for the deletion or failure to store
any Content or User Content and any other communications maintained
or transmitted on the Service.
You
also understand that PSR does not pre screen or monitor any Content
or User Content, but reserves the right, in its sole discretion,
to refuse or remove any content available via the Service for
any reason and with no explanation.
PSR
may preserve, disclose or review any Content or User Content
if required to do so by law or in good faith belief that such
action is reasonably necessary to comply with any legal process,
enforce this Agreement, respond to any claim regarding the violation
of any third parties, or protect the rights, property or personal
safety of PSR, its licensees and licensors, or any of its Advisors.
No
Endorsement of Content
Since
PSR does not pre-screen or monitor any Content (unless such Content
is specifically owned by PSR) or User Content, you understand
and agree that PSR does not endorse any such content, and you
may not necessarily rely on any such content. You will
solely evaluate the validity of any Content or User Content,
and bear all risks associated with the use of any such content,
including without limitation, the accuracy, completeness, reliability
or usefulness of any such Content or User Content. Accordingly,
you understand that all Content and User Content includes any
available through PSR message boards, and any other forum provided
to the Advisor community by PSR, and may appear in any form now
or later known, including but not limited to opinions, advice,
statements, memoranda or articles. Under no circumstances
will PSR be responsible for any loss or damage resulting from
any party's reliance on such information posted on the Service
or transmitted to any members of the Advisor community. PSR
reserves the right, but has no obligation, to correct any error
or omissions in any portion of the Site, as it solely deems appropriate.
No
Endorsement of Links
PSR
may provide links to other websites, resources or sponsors. Because
PSR has no control over such sites, resources and sponsors, you
understand and agree that PSR is not responsible for the availability
of such websites, resources and sponsors, and does not endorse
and is not responsible or liable for any Content, products or
services available from such websites, resources and sponsors. You
agree that PSR is not responsible or liable for any direct or
indirect damage or loss caused, or alleged to be caused by or
in connection with the use of or reliance on any Content, products
or services, or links, provided by or available from such websites,
resources or sponsors.
Your
Communications with PSR Clients or Other Advertisers
Your
correspondence with, participation in promotions of, and purchase
of any products or services from any of PSR's clients, business
partners or advertisers will take place outside of the operation
of the Site, and are solely between you and such third parties
("Third Party Dealings"). These Third Party Dealings
include but are not limited to your obligations related to,
understanding of and agreement to any terms, conditions, warranties
or representations associated with such third parties. You
agree that PSR will not be responsible or liable for any loss
or damage of any type incurred as the result of any Third Party
Dealings, or as the result of your introduction to such third
parties on the Site.
Non-Competition
and Non-Solicitation
The
term "Competitor" as used herein shall mean any person or business
entity engaged in or about to become engaged in the production,
licensing, sale or marketing of any product or service or planned
business or service of PSR which is similar to or directly competitive
with PSR's existing or developing products or services, and which
Advisor has been directly involved with, has had reasonable access
to, or has reason to know about, as a result of using the Services
or accessing the Site. During the term of this Agreement
and for twelve (12) months thereafter, you will not: (a) directly
or indirectly solicit, divert or take away any PSR customers,
suppliers or partners, or assist in any manner any Competitor,
or otherwise compete with PSR in the production, licensing, sale
or marketing of any products or services competitive with PSR's
products and services existing or in development at the time
of the termination of this Agreement; (b) solicit, induce, attempt
to hire, or hire any person who was an employee or contractor
of PSR during the term of this Agreement or during the subsequent
twelve (12) month period; or (c) assist or encourage an employee
or contractor of PSR to terminate his/her affiliation with PSR.
Your
Breach of These Terms and Conditions
You
agree to indemnify, defend and hold harmless PSR and all of its
officers, directors, agents, employees, contractors, information
providers, licensors, licensees, affiliates, subsidiaries and
any other partners and representatives ("Indemnified Parties")
from any claim or demand, including reasonable attorney's fees
and related costs, due to or arising from your posting of User
Content through the Service, your use of the Site or the Service,
your use of Content, your conduct through the Service, your violation
of this Agreement, and your violation of any other rights related
to the Service.
Termination
of or Change in Service
Either
you or PSR may terminate your use of the Service at any time,
for any reason, without explanation, and immediately effective
upon sending a written notice to the other party. PSR may
immediately, at any time and in its sole discretion, (a) delete
your password, user ID and account, (b) terminate your access
to the Site, or (c) remove and discard any Content or User Content
within the Service, for any reason, including but not limited
to your lack of use, your breach of any terms and conditions
(as described above) or if PSR believes you violated or acted
inconsistently with the letter or spirit of this Agreement. PSR
may change, suspend or discontinue any aspect of the Site or
Service, or any part thereof, or impose any limits on any feature
or service, including the availability of any Site feature, database
or Content for any reason, at any time, and without notice. You
agree that PSR will not be liable in any way to you or any third
party for such actions of PSR as described in this section.
Disclaimer
of Warranties
YOUR
USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO ALL CONTENT,
FUNCTIONS, MATERIALS AND INFORMATION, IS AT YOUR SOLE RISK, AND
SUCH SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TO
THE FULLEST EXTENT PERMITTED BY LAW, PARK STREET RESEARCH AND
ITS SUBSIDIARIES, LICENSEES, LICENSORS AND AFFILIATES MAKE NO
REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT
ON THE SITE, FOR ANY PRODUCTS OR SERVICES INTRODUCED THROUGH
THE SITE OR LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY
ASSOCIATED WITH THE TRANSMISSION OF ANY SENSITIVE INFORMATION
THROUGH THE SITE OR ANY LINKED WEBSITE.
PSR
AND ITS SUBSIDIARIES, LICENSEES, LICENSORS AND AFFILIATES EXPRESSLY
DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY
WORKS.
PSR
DOES NOT WARRANT OR REPRESENT THAT (a) THE SERVICE WILL MEET
YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (c) ANY RESULTS OBTAINED FROM USE OF THE
SERVICE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY
PRODUCTS, SERVICES, CONTENT OR ANY OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS,
(e) ANY ERRORS OR DEFECTS IN THE SERVICE, INCLUDING WITHOUT LIMITATION
ANY SOFTWARE WILL BE CORRECTED, and (f) THE SITE AND RELATED
SYSTEM AND SERVICE IS FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.
ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE
SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM
OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF ANY SUCH MATERIALS.
NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM PARK STREET RESEARCH OR ITS SERVICES SHALL CREATE ANY WARRANTY,
UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT.
Limitation
of Liability
YOU
EXPRESSLY UNDERSTAND AND AGREE THAT PSR SHALL NOT BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE,
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR
LOST PROFITS, GOODWILL, USE OF THE SERVICE OR CONTENT, ACCESS
TO SITE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON BREACH
OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE, EVEN IF PSR WAS ADVISED OF SUCH
POSSIBILITY, OR IF SUCH LOSS WAS FORESEEABLE IN ANY WAY, IF RELATED
TO: (a) USE OR INABILITY TO USE SERVICE, (b) UNAUTHORIZED ACCESS
TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (c) STATEMENTS
OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, (d) THE ACCURACY,
ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, TIMELINESS,
SUITABILITY, USEFULNESS OR APPLICABILITY OF ANY CONTENT, or (e)
ANY OTHER MATTER RELATED TO THIS AGREEMENT.
YOU
AGREE THAT PSR IS NOT RESPONSIBLE FOR OR LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE,
THREATENING, HARMFUL, VULGAR, OFFENSIVE, OBSCENE, SEXUALLY EXPLICIT
OR OTHERWISE OBJECTIONABLE CONDUCT, SPEECH OR COMMUNICATION OF
ANY THIRD PARTY THROUGH THE SERVICE, OR FOR ANY INFRINGEMENT
OR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING BUT NOT LIMITED
TO INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF PUBLICITY OR PRIVACY.
Miscellaneous
Terms
This
Agreement constitutes the entire agreement between you and PSR,
and supersedes any prior agreements between you and PSR. You
may also be subject to additional terms and conditions which
may apply when you use third party content, software or other
proprietary information. This Agreement is governed, and
construed and enforced in accordance with the laws of the State
of New York, without giving effect to the principles of conflicts
of law thereof. Except for PSR's claim for injunctive relief
in any court having jurisdiction, you and PSR agree to submit
to the personal and exclusive jurisdiction of the state and federal
courts located in New York County. You and PSR waive any
defense of an inconvenient forum and any right of jurisdiction
on account of the place of residence or domicile. If any
provision under this Agreement is held to be invalid or unenforceable
for any reason, the remaining provisions will continue in full
force without being impaired or invalidated in any way. PSR's
failure to exercise or enforce any right or provision of this
Agreement will not constitute a waiver of such right or provision. PSR
may assign its rights and obligations under this Agreement at
any time and without notice to you.
One
Year Limit
You
agree that regardless of any contrary statue or law, any claim
or cause of action arising out of or related to use of the
Service or this Agreement must be filed within one (1) year
after such claim or cause of action arose, or be forever barred.
Notices
Notices
to you may be made via email or regular mail. PSR may
also provide notices of changes to this Agreement or other
matters related to the Service by displaying notices or links
to notices to you generally through the Service.
Survival
of Certain Provisions
The
termination of this Agreement for any reason will not terminate
the obligations or liabilities of the parties under the terms
and conditions of this Agreement regarding warranties, liabilities,
proprietary rights and all others that by their sense and context
are intended to survive the execution, delivery, performance,
termination and expiration of this Agreement. All such
obligations and liabilities will survive and continue in effect
after any such termination.
©2003
PARK STREET RESEARCH, Inc. All Rights Reserved.
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